Resolution CMN No. 5094 — Amends Resolution No. 4,815 of May 4, 2020, regarding conditions and procedures for merchant receivables discounting and credit operations secured by such receivables

RESOLUTION
CMN NO. 5,094, OF AUGUST 24, 2023

Amends
Resolution No. 4,815, of May 4, 2020, which provides for conditions and procedures for carrying out merchant receivables discounting operations and credit guaranteed by such receivables by financial institutions.

The Central Bank of Brazil, in accordance with Art. 9 of Law No. 4,595, of December 31, 1964, makes public that the National Monetary Council, in a session held on August 24, 2023, based on Art. 4, items VI and VIII, of the aforementioned Law,

R E S O L V E D:

Art. 1 The abstract of Resolution
No. 4,815, of May 4, 2020, shall be effective with the following alteration:

"Provides for conditions and procedures for carrying out acquisition and discounting operations of merchant receivables and credit operations secured by such receivables by financial institutions." (NR)

Art. 2 Resolution No.
4,815, of May 4, 2020, shall be effective with the following alterations:

"Art.
2 ............................................................................................................

I

• ......................................................................................................................

.........................................................................................................................

III - merchant receivables acquisition operations: operations consisting in the definitive transfer of merchant receivables constituted or to be constituted without co-obligation, by means of endorsement, assignment or other contractual instrument;

IV - merchant receivables discounting operations: credit operations that consist in the advance of the values of merchant receivables constituted or to be constituted through definitive transfer of these assets with co-obligation, by means of endorsement, assignment or other contractual instrument;

V - credit operations secured by merchant receivables: credit operations, including the granting of a credit limit that is not cancellable unconditionally and unilaterally by the financial institution, whose guarantees include merchant receivables constituted or to be constituted, transferred or delivered to the financial institution by means of fiduciary assignment, pledge or other guarantee instrument;

VI - trading of merchant receivables: acquisition and discounting operations of merchant receivables constituted or to be constituted and credit operations secured by such receivables;

VII - small-sized company: the legal entity that fits the description of item II of the caput of Art. 3 of Complementary Law No. 123, of December 14, 2006;

VIII - medium-sized company: the legal entity that has annual gross revenue higher than BRL 4,800,000.00 (four million and eight hundred thousand reais) and equal to or lower than BRL 300,000,000.00 (three hundred million reais);

IX - large-sized company: the legal entity that has annual gross revenue higher than BRL 300,000,000.00 (three hundred million reais); and

X - drawee client: client of the financial institution, issuer of book bills of exchange." (NR)

"Art.
3 ............................................................................................................

I - large-sized companies, from one hundred and eighty days counted from the implementation of the last stage of interoperability functionalities, as provided for in the regulation issued by the Central Bank of Brazil;

II - medium-sized companies, from three hundred and sixty days counted from the implementation of the last stage of interoperability functionalities, as provided for in the regulation issued by the Central Bank of Brazil; and

III - small-sized companies, from five hundred and forty days counted from the implementation of the last stage of interoperability functionalities, as provided for in the regulation issued by the Central Bank of Brazil." (NR)

"Art. 3-A The financial institutions that carry out operations with merchant receivables shall keep available to the Central Bank of Brazil documentation proving the carrying out of integration tests with registrars or central depositories of book bills of exchange, for the purpose of compliance with the provisions of Art. 3, for a period of five years counted from the date of closure of the tests." (NR)

"Art.
5 ............................................................................................................

I - ......................................................................................................................

.........................................................................................................................

IV - specify, in the case of the operations referred to in Art. 2, item V, the conditions for the release of funds resulting from the financial liquidation of the book bills of exchange, when, upon their payment, they are still securing credit operations, observed the provisions of §§ 2 and 3.

§
1 The specification referred to in item I of the caput must be carried out in a manner that maintains economic rationality with the risk that the credit operation intends to mitigate.

§
2 The funds resulting from the financial liquidation of the book bills of exchange, when not used for payment of the credit operation, shall be released to the drawee client within two business days of their receipt by the creditor financial institution.

§
3 The period referred to in § 2 may be extended by the creditor financial institution at the request of the drawee client." (NR)

"Art.
6
............................................................................................................

I - request the alteration of the effective ownership of the book bills of exchange or merchant receivables to be constituted on the same day the operation is carried out; or

II - give the command for the constitution of liens and encumbrances on the book bills of exchange or merchant receivables to be constituted object of the operations, on the same day the operation is carried out." (NR)

"Art.
7-A Financial institutions must receive, process and respond within three business days, counted from the date of receipt, to disputes related to their operations with book bills of exchange and merchant receivables to be constituted directed to them by the registration or centralized deposit systems." (NR)

"Art.
7-B Financial institutions must carry out in the registration or centralized deposit systems, at least monthly, the reconciliation of the information on authorizations for consultation of agendas of book bills of exchange and on contracts for trading of such agendas with the registration or deposit centralized systems with which they have a relationship.

Sole
Paragraph. If the reconciliation referred to in the caput results in the identification of inconsistencies, financial institutions shall correct them within two business days, counted from their identification." (NR)

Art. 3 This
Resolution enters into force on September 1, 2023.

Roberto de Oliveira Campos Neto
President of the Central Bank of Brazil